12700671 RFP for Interim Refueling Solution_Final.pdf

REQUEST FOR PROPOSALS (RFP) FOR:

CHALLENGE-BASED ACQUISITION (ChBA) FOR INTERIM

HYDROGEN FUELING SOLUTION

RFQ NO. 12700671

SCHEDULED DEADLINE:

FRIDAY, NOVEMBER 13, 2026

POINT OF CONTACT: SHARLEE FLORES

Sharlee.Flores@fresno.gov

(559) 621-1481

Table of Contents

NOTICE OF INVITING PROPOSALS

INSTRUCTIONS TO PROPOSERS

PROPOSER’S CHECKLIST

Business License Information

Proposer Qualification Questionnaire

References

Statement Of Acceptance Of The Indemnification And Insurance Requirements

Disclosure Of Conflict Of Interest

Cost Proposal Instructions

SAMPLE AGREEMENT

Scope Of Services

Insurance Requirements

Special Conditions

Compensation & Payment Provisions

NOTICE OF INVITING PROPOSALS

Title: Challenge Based Acquisition for Interim Hydrogen Fueling Solution

RFP File Number: 12700671

Issued Date: October 16, 2026

Inquires: Sharlee Flores Fresno Area Express 2223 G Street Fresno CA, 93706 Phone: 559-621-1481 E-Mail: Sharlee.Flores@Fresno.gov

Background: Fresno Area Express is soliciting a professional services agreement for an interim hydrogen refueling solution through challenged-based acquisition.

Proposal Due Date:

Proposals must be filed electronically using Planet Bids prior to the due date at 3:00 P.M., on Friday, November 13, 2026. Electronically filed is defined as by means of electronic equipment or devices.

Pre-Proposal Meeting:

October 22, 2026 at 10:30 A.M.

Virtual – Teams meeting information:

https://teams.microsoft.com/meet/222738433944546?p=xt1lNPi3835lBthmxJ Meeting ID: 222 738 433 944 546 Passcode: Qk33Vs2X

Attendance is not mandatory

Federal Funding: No

DBE Contract Goals:

No

Local Preference: No

Liquidated Damages:

$500 per day

Contract Type: Firm Fixed https://teams.microsoft.com/meet/222738433944546?p=xt1lNPi3835lBthmxJ

INSTRUCTIONS TO PROPOSERS

IP - 01 GENERAL

1.1. No proposal will be considered for award unless it is submitted on the proposal forms furnished by the City, completely filled out, properly signed by the Proposer and filed electronically via Planet Bids on or before the date and time specified in the Notice Inviting Proposals. The time clock in Planet Bids will be the official clock for documenting the time of filing.

1.2. The City will award a Contract or reject any or all proposals within the time stated in the Specifications, and no proposal may be withdrawn within that period of time. Any award of a Contract exceeding $100,000, shall be subject to the approval of the City Council.

1.3. Proposers shall carefully examine each and every term of this Request for Proposals; and each Proposer shall judge all the circumstances and conditions affecting its proposal. Failure on the part of any Proposer to make such examination and to investigate thoroughly shall not be grounds for any declaration that the Proposer did not understand the conditions of this Request for Proposals.

1.4. This solicitation for proposals does not commit the City of Fresno to enter into a Contract or to pay any costs incurred in the preparation of responses to the request.

IP - 02 INQUIRIES

2.1. Any questions or concerns relating to these Specifications shall be directed in writing to the designated City representative as shown on the cover or may be submitted electronically by utilizing the Questions and Answers field on Planet Bids.

2.2. Questions will be accepted only up to ten (10) working days prior to the proposal date to allow the City, if necessary, to issue an addendum to all proposers stating revisions, deletions, or additions to be made to the Specifications as a result of any questions. If questions arise after the deadline, please contact the City representative as shown on the cover page, but the City will not guarantee a response.

2.3. The City will not be responsible for verbal responses made by any party, any changes to the solicitation must be issued through a written addendum.

2.4. Any questions concerning Disadvantaged Business Enterprise (DBE) issues shall be addressed to DBE Program staff at telephone No. (559) 621-1154 or email at DBE@fresno.gov mailto:DBE@fresno.gov

IP - 03 TIME TO AWARD

3.1. The Proposer agrees that the City may have ONE HUNDRED EIGHTY (180)

DAYS to accept or reject proposals. It is further understood that, if the Proposer to whom any award is made fails to enter into a Contract as provided in the Specifications, award may be made to another Proposer, who shall be bound to perform as if she/he had received the award in the first instance.

IP - 04 REGULATED COMMUNICATION

4.1. The Regulated Communications in City Procurement Process Ordinance

(Article 6, Chapter 4 of the Fresno Municipal Code) became effective May 7, 2004. With certain specified exceptions, the Ordinance provides that no Respondent, Bidder, Proposer (as the case may be) shall initiate, engage in, or continue any communication to or with any City elected official concerning or touching upon any matter which is the subject of this competitive procurement process.

4.2. Any Respondent, Bidder, Proposer or elected official (as the case may be) who initiates, engages in, continues in, or receives any regulated communication shall file the written disclosure required by the Regulated Communications in City Procurement Process Ordinance.

4.3. Any Respondent, Bidder, or Proposer violating the Regulated Communications in City Procurement Process Ordinance may be disqualified from participating in this procurement process and/or determined to be non-responsible.

Additionally, the City may set aside the award of a contract, prior to its execution, to a party found to have violated the Ordinance.

4.4. The full text of the Fresno Municipal Code, Chapter 4, Article 6 may be viewed on the City’s website at, http://www.fresno.gov/Purchasing, select “Municipal Code”.

4.5. Before an award is made, any contact with City staff, other than the City representative as shown on the cover page, without prior written authorization is strictly prohibited and may render the proposer non-responsible.

IP - 05 DEBARMENT

5.1. A proposer may be debarred from bidding or proposing upon or being awarded any contract with the City, or from being a subcontractor or supplier at any tier upon such contract, in accordance with the procedures in Fresno Municipal Code Section 4-104 adopted by Council on May 17, 2018. The initial period of any such debarment shall not be less than one year and may be permanent depending on the violation. A Bidder may request a hearing, in accordance with Fresno Municipal Code Section 4-104, upon receipt of a notice of proposed debarment from the City Manager or designee. A copy of the Ordinance may be obtained from the City Clerk’s Office, 2600 Fresno Street, Fresno, California 93721.

IP -06 SELECTION PROCESS AND EVALUATION CRITERIA

6.1. The City will establish a selection committee to score proposals based on the evaluation criteria stated herein.

6.2. The Selection Committee will review and evaluate all proposals after formal receipt. To receive proper consideration, the proposal must meet the requirements of these Specifications. The evaluation process will provide credit only for those capabilities and advantages that are clearly stated in the Proposer's written proposals. In other words, advantages that are not stated will not be considered in the evaluation process.

6.3. Proposers whose proposals include a failure to comply with or take exception to these Specifications may be considered nonresponsive and dropped from the evaluation process.

6.4. The Selection Committee will evaluate the proposals based upon four categories (in order of relative importance):

6.4.1. Quality of the Solution. The ability of the proposed solution to address the problem statement, goals, objectives, criteria, procedures detailed in the scope of services (see SoS-2, SoS-03, and SoS-04) and provide best value to the City.

6.4.2. Qualification and Experience. Relevant experience, specific qualifications, and technical expertise of the firm and sub-consultants operating and maintaining a hydrogen refueling system, generating and managing carbon credit programs, securing sensitive sites, conforming to local zoning and permitting requirements.

6.4.3. Cost. The reasonableness and competitiveness of the total price for services rendered to FAX, the adequacy of source data and information provided to support cost quotes and figures, and the use of industry and government recognized measurements when compiling estimates.

6.4.4. References. Provide as reference the name of at least three (3) agencies you currently or have previously consulted for in the past three

(3) years.

6.5. Any award shall be on the basis of the criteria specified and made to the

Proposer who is determined to be the most qualified to provide the required services for the project.

IP - 07 CONTRACT DOCUMENTS

7.1. A The proposer shall submit the required contract documents in a form acceptable to the City at 2223 G Street, Fresno CA 93706 within 15 calendar days (except in the event federal funding is applicable to the Contract, then 10 working days) from the Notice of Award of proposal. Failure to provide said documents within the designated period shall be sufficient cause to find the proposal non-responsive and move to award to the next proposer offering the next best value to the City.

IP - 08 RESERVATION OF RIGHTS

8.1. The City of Fresno reserves, holds and may exercise, at its sole discretion, the following rights and conditions with regard to this RFP, and by responding to this RFP, Proposers acknowledge and consent to the following rights and conditions:

8.1.1. Reject any and all proposals;

8.1.2. Cancel the entire RFP;

8.1.3. Issue subsequent RFP;

8.1.4. Contract with a Proposer who is determined by the City to provide services that are in the best interest of the City;

8.1.5. Appoint Selection Committees to review proposals;

8.1.6. Seek the assistance of outside technical experts to evaluate proposals;

8.1.7. Approve or disapprove the use of particular subcontractors and suppliers;

8.1.8. Disqualify the proposal(s) upon evidence of collusion with intent to defraud or other illegal practices on the part of the Proposer(s);

8.1.9. Change or alter the schedule for any events associated with this procurement upon notice to all potential Proposers;

8.1.10. Waive any informality or minor irregularity that does not have a monetary consideration when it is in the best interest of the public and of the City to do so.

8.1.11. Negotiate terms and conditions;

8.1.12. Negotiate with one or more Proposer concurrently;

8.1.13. Solicit best and final offers (BAFO) from all or some of the proposers;

8.1.14. Request additional information from Proposers;

8.1.15. Conduct site visits;

8.1.16. Request demonstration or oral presentation;

8.1.17. Award a Contract without interviews, discussions or negotiations;

and

8.1.18. Establish a competitive range.

IP - 10 PUBLIC RECORDS ACT

10.1. Responses to this RFP are subject to the provisions of the California Public

Records Act (California Code Government Code, §7920 et seq.).

10.2. Any documents provided by the Contractor to the City marked “Trade Secret”, “Confidential” or “Proprietary” or any financial records provided by the Consultant to the City shall be submitted in a separate sealed envelope clearly marked as such. If submitted electronically, mark the file name and watermark the document as applicable, “Confidential”, “Proprietary”, “Trade Secret”, “Confidential.”

IP - 11 CIVIL RIGHTS

11.1. The City of Fresno hereby notifies all proposers that no person shall be excluded from participation in, denied any benefits of, or otherwise discriminated against in connection with the award and performance of any contract on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, or on any other basis prohibited by law.

11.2. Services of an interpreter and additional accommodations can be made available. Requests for accommodations should be made at least five working days but no later than 48 hours prior to the scheduled meeting/event. Please contact the City representative listed on the cover or through the Questions and Answers field on Planet Bids.

11.3. Supplier warrants that it complies with California and federal disabilities laws and regulations; and the Services will conform to the accessibility requirements of WCAG 2.0AA. Supplier agrees to promptly respond to and resolve any complaint regarding accessibility of its Services. The City may require proposer to comply with these accessibility requirements if they are awarded a contract.

IP - 12 SIGNATORY AUTHORITY

12.1. The Proposer’s acknowledge and accept that by responding to this RFP, and when notified of the City’s intention to award, that the prospective awardee must submit to the City their organization’s signature authority in the form of a certified copy of a board resolution, bylaws, operating agreement, or other means deemed by the City to satisfy this requirement. Failure to provide appropriate signatory authority documentation may deem the prospective awardee non-responsive thereby permitting the City to award the next highest ranked Proposer.

IP - 13 ADDENDA

13.1 The City makes a concentrated effort to ensure any addenda issued relating to these Specifications are distributed to all interested parties. It shall be the Proposer’s responsibility to inquire as to whether any addenda to the Specifications have been issued. Upon issuance by the City, all addenda are part of the proposal. The signature page must be signed on all addenda.

IP - 14 OUTREACH TO SMALL BUSINESS ENTERPRISES IN SUBCONTRACTING

14.1 The City of Fresno hereby notifies all Proposers that it is the City’s policy to provide all small business enterprises, including minority, women, and disabled veteran business enterprises, equal access and opportunity for participation in the performance of all construction contracts, professional service contracts, procurement of supplies, equipment and other services. Therefore, the City requests that a Proposer who intends to subcontract a portion of the work seek out small business enterprises that are potential subcontractors, suppliers, or consultants, and actively solicit their interest, capability, and prices.

PROPOSER’S CHECKLIST

Professional Services for

Interim Hydrogen Refueling RFP No. 12700671

Proposers are requested to submit this Checklist and the following information, providing the content in the sequence shown below. If the documentation provided is incomplete, the Proposer may be ineligible for award of a Contract.

[X] 1. BUSINESS LICENSE INFORMATION, page 10 [X] 2. PROPOSER’S QUALIFICATION QUESTIONNAIRE, pages 11-12 [X] 3. REFERENCES, page 13 [X] 4. ACCEPTANCE OF INDEMNIFICATION & INSURANCE REQUIREMENTS, page 14 [X] 5. DISCLOSURE OF CONFLICT OF INTEREST, page 15 [X] 6. COST PROPOSAL, page 16 [ ] 7. PRE-PROPOSAL CONFERENCE (See Instructions to Proposers, pg. 3 for details) [X] 8. ADDENDA - Signature page of all Addenda issued.

PROPOSER’S NAME:

(Submit with Proposal)

Business License Information

BUSINESS LOCATION

( ) The undersigned Proposer does not maintain a place of business in the City of Fresno.

( ) The undersigned Proposer maintains a place of business in the City of Fresno at: , Fresno, CA

BUSINESS LICENSE

( ) The undersigned Proposer has a current City of Fresno Business License and the number is

If the successful proposer does not have a City of Fresno Business License, he/she shall obtain such a license prior to the issuance of a Notice to Proceed for the Work and maintain in effect throughout the term of this Contract.

Proposer Qualification Questionnaire

INTERIM HYDROGEN REFUELING

REQUEST FOR PROPOSALS NO. 12700671

TO: FRESNO AREA EXPRESS

The undersigned Proposer submits the following information in accordance with the proposal Specifications: (Use additional sheets as needed.)

1. a. Business Name (If using more than one business name, please list all names.):

b. Address: _______________________________________________________

Is your firm operating as a franchisee? Yes_________ or No ________

If yes, list the franchiser, and number of years your business has been franchised:

2. Provide the names, titles, qualifications, years of experience, and years with your firm, for all key personnel in authority in your business, including the key personnel that will be involved in this project, and the extent to which they will be involved in the performance of this Contract.*

3. How many years has your business been established? ______________________

How many years has your business been under your present name? __________

How many years under former names? (List name and number of years)

4. How many years has your business been providing relevant services? _________

5. What other types of services does your business provide? __________________

6. Do you have any affiliated companies? (If parent company, list subsidiaries and divisions. If subsidiary or division, name parent company, its principals and their addresses):

PROPOSER QUALIFICATION QUESTIONNAIRE (Continued)

INTERIM HYDROGEN REFUELING

REQUEST FOR PROPOSAL NO. 12700671

7. Have there been any contract terminations for the services, relevant or otherwise, your firm performs before the fulfillment of the contract within the past three years? Yes______ or No _________

If so, list the date, client, and reason for termination below:

8. Provide an organization chart, indicating full-time personnel, job titles, locations, and whether each individual works out of an office or is in the field. Organization chart attached?

Yes _____ or No ____

9. Outline your support services including establishing direct lines of communication between City technical staff and the Contract Coordinator.

10. If your firm plans to subcontract any of the services or equipment, please describe your plan for oversight of the subcontractor(s).

11. Submit a comprehensive plan for addressing the requirements per Scope of Services.

*Provide attachments as needed to accommodate responses.

References

Please list at least three references of similar size and type of services, including governmental agencies, if available.

1.AGENCY/COMPANY

NAME:________________________________________________________________________

ADDRESS:____________________________________________________________________

CONTACT PERSON: _____________________________ EMAIL _________________________

PHONE NUMBER: ________________ LENGTH OF CONTRACT: ________________YEARS

TYPE OF SERVICES PROVIDED: ____________________________________________________

2.AGENCY/COMPANY

NAME:________________________________________________________________________

ADDRESS:____________________________________________________________________

CONTACT PERSON: _____________________________ EMAIL_________________________

PHONE NUMBER: ________________ LENGTH OF CONTRACT: ________________YEARS

TYPE OF SERVICES PROVIDED: ____________________________________________________

3.AGENCY/COMPANY

NAME:________________________________________________________________________

ADDRESS:____________________________________________________________________

CONTACT PERSON: _____________________________ EMAIL_________________________

PHONE NUMBER: ________________ LENGTH OF CONTRACT: ________________YEARS

TYPE OF SERVICES PROVIDED: ____________________________________________________

STATEMENT OF ACCEPTANCE OF THE INDEMNIFICATION

AND INSURANCE REQUIREMENTS

INTERIM HYDROGEN FUELING SOLUTION

REQUEST FOR PROPOSALS NO. 12700671

The Proposer shall sign below that the Proposer accepts in whole the Indemnification and Insurance Requirements set forth in these Specifications. If the Proposer takes exception to some portions, those portions shall be listed here below and the Proposer shall sign that the Proposer accepts all portions of the requirements not listed.

Note: Any exceptions may render the proposal non-responsive.

[ ] ACCEPT

[ ] DO NOT ACCEPT

If "DO NOT ACCEPT" is checked, please list exceptions:

Signature of Authorized Person

Type or Print Name of Authorized Person

DISCLOSURE OF CONFLICT OF INTEREST

YES* NO

1 Are you currently in litigation with the City of Fresno or any of its agents?

2 Do you represent any firm, organization, or person who is in litigation with the City of Fresno?

3 Do you currently represent or perform work for any clients who do business with the City of Fresno?

4 Are you or any of your principals, managers, or professionals, owners or investors in a business which does business with the City of Fresno, or in a business which is in litigation with the City of Fresno?

5 Are you or any of your principals, managers, or professionals, related by blood or marriage to any City of Fresno employee who has any significant role in the subject matter of this service?

6 Do you or any of your subcontractors have, or expect to have, any interest, direct or indirect, in any other contract in connection with this Project?

* If the answer to any question is yes, please explain in full below.

Explanation:

Signature

Date

Name

Company

Address

� Additional page(s) attached.

City, State, Zip

COST PROPOSAL INSTRUCTIONS

INSTRUCTIONS:

The Proposer will prepare and submit to the City its cost proposal for its firm and any subcontracting firms, including all supporting cost data necessary to negotiate costs that the City determines to be fair and reasonable. These costs, as mutually agreed to by the City and Proposer, will form the basis for billing. When considering proposed cost, the Proposer should consider and communicate cost for the challenge event (see SoS 4.3.1) and cost for the solution.

Supporting cost data may consist of the following:

Direct Expenses

Labor Costs: A schedule of billing rates and hours worked by employee or category of employee is required of the prime contractor and all subcontractors.

Equipment Cost: The cost of acquiring and preparing equipment for use, including all related expenses necessary to make it ready for its intended purpose.

Fuel Cost: Cost of hydrogen fuel per kilogram.

Other Direct Cost: expenses directly attributable to a specific project or contract that are not classified as direct labor or materials.

Indirect Expenses

FAX desires a compensation structure where cost is “fully loaded” into direct rates. However, the Proposer may propose indirect rates by providing a complete breakdown of its indirect cost pool and allocation bases, if so desired.

Completeness of Cost Proposal

It is the responsibility of the Proposer to submit a complete and accurate cost proposal and must work in good faith with FAX in its negotiations. Cost proposals are expected to be unique to proposed solutions and therefore is the responsibility of the Proposer to provide its cost structure and pricing in a transparent manner.

SAMPLE AGREEMENT

CITY OF FRESNO, CALIFORNIA

CONSULTANT SERVICES

THIS AGREEMENT (Agreement or Contract) is made and entered into, effective on _______________________, by and between the CITY OF FRESNO, a California municipal corporation (City), and [Consultant Name], [Legal Identity] (Consultant).

RECITALS

WHEREAS, the City desires to obtain professional [Kind of Service] services for [Describe Project] (Project); and WHEREAS, the Consultant is engaged in the business of furnishing services as a [Consultant's Profession] and hereby represents that it desires to and is professionally and legally capable of performing the services called for by this Agreement; and WHEREAS, the Consultant acknowledges that this Agreement is subject to the requirements of Fresno Municipal Code Section 4-107 and Administrative Order No. 6-19; and WHEREAS, this Agreement will be administered for the City by its [SELECT] (Administrator) or designee.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and premises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows:

1. Scope of Services. The Consultant shall perform to the satisfaction of the City the services described in Exhibit A, including all work incidental to, or necessary to perform, such services even though not specifically described in Exhibit A.

2. Term of Agreement and Time for Performance. This Agreement shall be effective from the date first set forth above (Effective Date) and shall continue in full force and effect through [End Date], subject to any earlier termination in accordance with this Agreement. The services of the Consultant as described in Exhibit A are to commence upon the Effective Date and shall be completed in a sequence assuring expeditious completion, but in any event, all such services shall be completed prior to expiration of this Agreement and in accordance with any performance schedule set forth in Exhibit A.

3. Compensation.

(a) The Consultant’s sole compensation for satisfactory performance of all services required or rendered pursuant to this Agreement shall not exceed [Fee Amount: e.g. $500], paid on the basis of the rates set forth in the schedule of fees and expenses contained in Exhibit E.

(b) Detailed statements shall be rendered monthly for services performed in the preceding month and will be payable in the normal course of City business. The City shall not be obligated to reimburse any expense for which it has not received a detailed invoice with applicable copies of representative and identifiable receipts or records substantiating such expense.

(c) The parties may modify this Agreement to increase or decrease the scope of services or provide for the rendition of services not required by this Agreement, which modification shall include an adjustment to the Consultant’s compensation. Any change in the scope of services must be made by written amendment to the Agreement signed by an authorized representative for each party. The Consultant shall not be entitled to any additional compensation if services are performed prior to a signed written amendment.

4. Termination, Remedies, and Force Majeure.

(a) This Agreement shall terminate without any liability of the City to the Consultant upon the earlier of: (i) the Consultant’s filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against the Consultant; (ii) seven calendar days prior written notice with or without cause by the City to the Consultant; (iii) the City’s non-appropriation of funds sufficient to meet its obligations hereunder during any City fiscal year of this Agreement, or insufficient funding for the Project; or (iv) expiration of this Agreement.

(b) Immediately upon any termination or expiration of this Agreement, the Consultant shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its subcontractors to cease work; and (iii) return to the City any and all unearned payments and all properties and materials in the possession of the Consultant that are owned by the City. Subject to the terms of this Agreement, the Consultant shall be paid compensation for services satisfactorily performed prior to the effective date of termination. The Consultant shall not be paid for any work or services performed or costs incurred which reasonably could have been avoided.

(c) In the event of termination due to failure of the Consultant to satisfactorily perform in accordance with the terms of this Agreement, the City may withhold an amount that would otherwise be payable as an offset to, but not in excess of, the City’s damages caused by such failure. In no event shall any payment by the City pursuant to this Agreement constitute a waiver by the City of any breach of this Agreement which may then exist on the part of the Consultant, nor shall such payment impair or prejudice any remedy available to the City with respect to the breach.

(d) Upon any breach of this Agreement by the Consultant, the City may (i) exercise any right, remedy (in contract, law or equity), or privilege which may be available to it under applicable laws of the State of California or any other applicable law; (ii) proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii) recover all direct, indirect, consequential, economic and incidental damages for the breach of the Agreement. If it is determined that the City improperly terminated this Agreement for default, such termination shall be deemed a termination for convenience.

(e) The Consultant shall provide the City with adequate written assurances of future performance, upon Administrator’s request, in the event the Consultant fails to comply with any terms or conditions of this Agreement.

(f) The Consultant shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Consultant and without its fault or negligence such as, acts of God or the public enemy, acts of the City in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Consultant shall notify Administrator in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to Administrator of the cessation of such occurrence.

5. Confidential Information and Ownership of Documents.

(a) Any reports, information, or other data prepared or assembled by the Consultant pursuant to this Agreement shall not be made available to any individual or organization by the Consultant without the prior written approval of the Administrator. During the term of this Agreement, and thereafter, the Consultant shall not, without the prior written consent of the City, disclose to anyone any Confidential Information. The term Confidential Information for the purposes of this Agreement shall include all proprietary and confidential information of the City, including but not limited to business plans, marketing plans, financial information, materials, compilations, documents, instruments, models, source or object codes and other information disclosed or submitted, orally, in writing, or by any other medium or media. All Confidential Information shall be and remain confidential and proprietary in the City.

(b) Any and all writings and documents prepared or provided by the Consultant pursuant to this Agreement are the property of the City at the time of preparation and shall be turned over to the City upon expiration or termination of the Agreement. The Consultant shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein.

(c) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall cause each subcontractor to also comply with the requirements of this Section 5.

(d) This Section 5 shall survive expiration or termination of this Agreement.

6. Professional Skill. It is further mutually understood and agreed by and between the parties hereto that inasmuch as the Consultant represents to the City that the Consultant and its subcontractors, if any, are skilled in the profession and shall perform in accordance with the standards of said profession necessary to perform the services agreed to be done by it under this Agreement, the City relies upon the skill of the Consultant and any subcontractors to do and perform such services in a skillful manner and the Consultant agrees to thus perform the services and require the same of any subcontractors. Therefore, any acceptance of such services by the City shall not operate as a release of the Consultant or any subcontractors from said professional standards.

7. Indemnification. To the furthest extent allowed by law, including California Civil Code section 2782, Consultant shall indemnify, hold harmless and defend City and each of its officers, officials, employees, agents, and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage), and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses and cost to enforce this Agreement) that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant, its principals, officers, employees, agents or volunteers in the performance of this Agreement.

If Consultant should subcontract all or any portion of the services to be performed under this Agreement, Consultant shall require each subcontractor to indemnify, hold harmless and defend City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of the preceding paragraph.

This section shall survive termination or expiration of this Agreement.

8. Insurance.

(a) Throughout the life of this Agreement, the Consultant shall pay for and maintain in full force and effect all insurance as required in Exhibit B, which is incorporated into and part of this Agreement, with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by the City’s Risk Manager or designee at any time and in its sole discretion. The required policies of insurance as stated in Exhibit B shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to the City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured.

(b) If at any time during the life of the Agreement or any extension, the Consultant or any of its subcontractors/sub-consultants fail to maintain any required insurance, all services and work under this Agreement shall be discontinued immediately, and all payments due, or that become due, to the Consultant shall be withheld until insurance is in compliance with the requirements. Any failure to maintain the required insurance shall be sufficient cause for the City to terminate this Agreement. No action taken by the City pursuant to this section shall in any way relieve the Consultant of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by the City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent.

(c) The fact that insurance is obtained by the Consultant shall not be deemed to release or diminish the liability of the Consultant, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify the City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of the Consultant, its principals, officers, agents, employees, persons under the supervision of the Consultant, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them.

9. Conflict of Interest and Non-Solicitation.

(a) Prior to the City’s execution of this Agreement, the Consultant shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in the RFQ. During the term of this Agreement, the Consultant shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by the Consultant in such statement.

(b) The Consultant shall comply, and require its subcontractors to comply, with all applicable

(i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state, and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.). At any time, upon written request of the City, the Consultant shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, the Consultant and the respective subcontractor(s) are in full compliance with all laws and regulations. The Consultant shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, the Consultant shall immediately notify the City of these facts in writing.

(c) Consultant’s duties and services under this Agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City entering this Agreement shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this Project. Consultant’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Consultant shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this Project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Consultant pursuant to this Agreement.

(d) In performing the work or services to be provided hereunder, the Consultant shall not employ or retain the services of any person while such person either is employed by the City or is a member of any City council, commission, board, committee, or similar City body. This requirement may be waived in writing by the Administrator, if no actual or potential conflict is involved.

(e) The Consultant represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit, or procure this Agreement or any rights/benefits hereunder.

(f) Neither the Consultant, nor any of the Consultant’s subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Project unless fully disclosed to and approved by the Administrator, in advance and in writing. The Consultant and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the Administrator, in advance and in writing. Notwithstanding any approval given by the Administrator under this provision, the Consultant shall remain responsible for complying with Section 9(b), above.

(g) If the Consultant should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, the Consultant shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith.

(h) This Section 9 shall survive expiration or termination of this Agreement.

10. Recycling Program. In the event the Consultant maintains an office or operates a facility(ies), or is required herein to maintain or operate same, within the incorporated limits of the City of Fresno, the Consultant at its sole cost and expense shall:

(a) Immediately establish and maintain a viable and ongoing recycling program, approved by the City’s Solid Waste Management Division, for each office and facility. Literature describing the City recycling programs is available from the City’s Solid Waste Management Division and by calling City of Fresno Recycling Hotline at (559) 621-1111.

(b) Immediately contact the City’s Solid Waste Management Division at (559) 621-1452 and schedule a free waste audit, and cooperate with such Division in their conduct of the audit for each office and facility.

(c) Cooperate with and demonstrate to the satisfaction of the City’s Solid Waste Management Division the establishment of the recycling program in paragraph (a) above and the ongoing maintenance thereof.

11. General Terms.

(a) Except as otherwise provided by law, all notices expressly required of the City within the body of this Agreement, and not otherwise specifically provided for, shall be effective only if signed by the Administrator or designee.

(b) Records of the Consultant’s expenses pertaining to the Project shall be kept on a generally recognized accounting basis and shall be available to the City or its authorized representatives upon request during regular business hours throughout the life of this Agreement and for a period of three years after final payment or, if longer, for any period required by law. In addition, all books, documents, papers, and records of the Consultant pertaining to the Project shall be available for the purpose of making audits, examinations, excerpts, and transcriptions for the same period of time. If any litigation, claim, negotiations, audit or other action is commenced before the expiration of said time period, all records shall be retained and made available to the City until such action is resolved, or until the end of said time period whichever shall later occur. If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall cause each subcontractor to also comply with the requirements of this paragraph. This Section 11(b) shall survive expiration or termination of this Agreement.

(c) Prior to execution of this Agreement by the City, the Consultant shall have provided evidence to the City that the Consultant is licensed to perform the services called for by this Agreement (or that no license is required). If the Consultant should subcontract all or any portion of the work or services to be performed under this Agreement, the Consultant shall require each subcontractor to provide evidence to the City that subcontractor is licensed to perform the services called for by this Agreement (or that no license is required) before beginning work.

12. Nondiscrimination. To the extent required by controlling federal, state and local law, the Consultant shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and during the performance of this Agreement, the Consultant agrees as follows:

(a) The Consultant will comply with all applicable laws and regulations providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement.

(b) The Consultant will not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. The Consultant shall ensure that applicants are employed, and the employees are treated during employment, without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such requirement shall apply to the Consultant’s employment practices including, but not be limited to, the following:

employment, upgrading, demotion, or transfer; recruitment or recruitment advertising;

layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause.

(c) The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant in pursuit hereof, state that all qualified applicants will receive consideration for employment without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era.

(d) The Consultant will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising such labor union or workers' representatives of the Consultant’s commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

(e) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall cause each subcontractor to also comply with the requirements of this Section 12.

13. Independent Contractor.

(a) In the furnishing of the services provided for herein, the Consultant is acting solely as an independent contractor. Neither the Consultant, nor any of its officers, agents, or employees shall be deemed an officer, agent, employee, joint venturer, partner or associate of the City for any purpose. The City shall have no right to control or supervise or direct the manner or method by which the Consultant shall perform its work and functions. However, the City shall retain the right to administer this Agreement so as to verify that the Consultant is performing its obligations in accordance with the terms and conditions thereof.

(b) This Agreement does not evidence a partnership or joint venture between the Consultant and the City. The Consultant shall have no authority to bind the City absent the City’s express written consent. Except to the extent otherwise provided in this Agreement, the Consultant shall bear its own costs and expenses in pursuit thereof.

(c) Because of its status as an independent contractor, the Consultant and its officers, agents, and employees shall have absolutely no right to employment rights and benefits available to the City employees. The Consultant shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare and retirement benefits. In addition, together with its other obligations under this Agreement, the Consultant shall be solely responsible, indemnify, defend and save the City harmless from all matters relating to employment and tax withholding for and payment of the Consultant’s employees, including, without limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of workers’ compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of right or interest in the City employment benefits, entitlements, programs and/or funds offered employees of the City whether arising by reason of any common law, de facto, leased, or co-employee rights or other theory. It is acknowledged that during the term of this Agreement, the Consultant may be providing services to others unrelated to the City or to this Agreement.

14. Notices. Any notice required or intended to be given to either party under the terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally, transmitted by facsimile followed by telephone confirmation of receipt, or sent by United States registered or certified mail, with postage prepaid, return receipt requested, addressed to the party to which notice is to be given at the party's address set forth on the signature page of this Agreement or at such other address as the parties may from time to time designate by written notice. Notices served by United States mail in the manner above described shall be deemed sufficiently served or given at the time of the mailing thereof.

15. Binding. Subject to Section 16, below, once this Agreement is signed by all parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each parties' respective heirs, successors, assigns, transferees, agents, servants, employees, and representatives.

16. Assignment.

(a) This Agreement is personal to the Consultant and there shall be no assignment by the

Consultant of its rights or obligations under this Agreement without the prior written approval of the Administrator or designee. Any attempted assignment by the Consultant, its successors or assigns, shall be null and void unless approved in writing by the Administrator or designee.

(b) The…